Barclays 2011 Annual Report Download - page 41

Board Corporate Governance and Nominations Committee Report continued
How did we discharge our responsibilities in 2011?
We met four times in 2011 and the chart below shows how we allocated
our time at our meetings. I describe below how we discharged our
responsibilities:
Board Composition
– We reviewed the structure, size and composition of the Board and the
principal Board Committees, looking at the need to refresh the Board,
the balance and diversity of skills and experience on the Board and
planning ahead for any retirements. We undertook a skills analysis
and considered the skills that are likely to be required in the future.
– We considered and recommended changes to Board Committee
composition during the year. Given the retirement of Sir Richard
Broadbent from the Board on 30 September 2011, the Committee
approved the appointment of Alison Carnwath as Chairman of the
Board Remuneration Committee. Alison is an experienced
remuneration committee chairman and her knowledge of the
investment banking industry will prove valuable given the regulatory
focus on remuneration in that business. Alison also joined the Board
Corporate Governance and Nominations Committee.
– We discussed the outcome of the Davies Review on the proportion
of women on boards and the implications for Barclays generally. We
recommended an aspirational target for the Board to have at least
20% of its membership as women by 2013 and for that position to
have exceeded 25% by 2015. To meet this aspirational target, we
discussed and agreed steps to identify potential women candidates
for the Board by working with our executive search agents.
Succession Planning
– In 2011, we assumed responsibility for oversight of the Group’s
succession and talent management programme below Board level.
We discussed the processes, methodology and contingency plans
in place for senior strategic roles. We discussed succession
planning for the position of Chief Executive and for the Executive
Committee and reviewed potential candidates for these roles.
Corporate Governance
– We reviewed our corporate governance disclosures in the 2010 annual
report and considered the proposed disclosures for the 2011 annual
report.
– We reviewed and updated Corporate Governance in Barclays and the
Charter of Expectations to ensure they continue to remain relevant
and fit for purpose, particularly given publication of the Financial
Reporting Council's Guidance on Board Effectiveness.
– We were updated on significant corporate governance developments
in the UK and those emanating from the European Commission and
how these might impact the Group.
– We reviewed and discussed issues raised at corporate governance
meetings held with institutional investors and investor bodies.
Board Effectiveness
– We discussed and approved the proposed actions to be taken in
response to the findings of the 2010 Board Effectiveness Review.
– We reviewed the market for board effectiveness facilitators and agreed
to re-appoint Egon Zehnder.
How effective was the Committee in 2011?
To ensure that the Committee is operating effectively, we carried out our
annual committee effectiveness review as part of the Board Effectiveness
Review. The Committee is reviewed by the members themselves as well as
by the Board as a whole. Following the review, the Committee was found
to be operating effectively. However, we concluded that the performance
of the Committee could be enhanced by making improvements to the
induction process for new Committee members and providing greater
opportunity for members to bring items onto the Committee meeting
agenda. An action plan has been put in place to address these matters.
What is the Committee planning to do in 2012?
For 2012, we will further improve our awareness of succession planning
and have greater visibility of potential candidates for senior positions
below the Executive Committee level. We will continue to review and
monitor Board and Board Committee composition against our skills and
experience requirements and our aspirational diversity targets and
continue to consider potential candidates.
Marcus Agius
Chairman, Board Corporate Governance
and Nominations Committee
1
3
5
Board Corporate Governance and Nominations Committee
allocation of time
2011 2010
1 Corporate governance matters 19 29
2 Board and committee
composition 31 13
3 Succession planning and talent 30 34
4 Board effectiveness 16 17
5 Other 4 7
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